Chapter 1336: OHIO UNIFORM FRAUDULENT TRANSFER ACT

(1) A person who directly or indirectly owns,
controls, or holds with power to vote, twenty per cent or more of the
outstanding voting securities of the debtor, other than a person who holds the
securities in either of the following manners:

(a) As a fiduciary or agent without sole
discretionary power to vote the securities;

(b) Solely to secure a debt, if the person
has not exercised the power to vote.

(2) A corporation twenty per cent or more of
the outstanding voting securities of which are directly or indirectly owned,
controlled, or held with power to vote, by the debtor or a person who directly
or indirectly owns, controls, or holds with power to vote, twenty per cent or
more of the outstanding voting securities of the debtor, other than a person
who holds the securities in either of the following manners:

(a) As a fiduciary or agent without sole
discretionary power to vote the securities;

(b) Solely to secure a debt, if the person
has not exercised the power to vote.

(3) A person whose business is operated by
the debtor under a lease or other agreement, or a person substantially all of
whose assets are controlled by the debtor;

(4) A person who operates the business of the
debtor under a lease or other agreement, or controls substantially all of the
assets of the debtor.

(B) "Asset" means property of a debtor, but does not
include any of the following:

(2) Property to the extent it generally is
exempt under nonbankruptcy law, including, but not limited to, section
2329.66 of the Revised Code;

(3) An interest in property held in
the form of a tenancy by the entireties created under section
5302.17 of the Revised Code prior
to April 4, 1985, to the extent it is not subject to process by a creditor
holding a claim against only one tenant.

(C) "Claim" means a right to payment, whether or not
the right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured, or
unsecured.

(H) "Lien" means a
charge against or an interest in property to secure payment of a debt or
performance of an obligation, and includes a security interest created by
agreement, a judicial lien obtained by legal or equitable process or
proceedings, a common law lien, or a statutory lien.

(I) "Person" means an individual, partnership,
corporation, association, organization, government or governmental subdivision
or agency, business trust, estate, trust, or any other legal or commercial
entity.

(K) "Relative" means an individual related by
consanguinity within the third degree as determined by the common law, a
spouse, or an individual related to a spouse within the third degree as so
determined, and includes an individual in an adoptive relationship within the
third degree.

(L) "Transfer"
means every direct or indirect, absolute or conditional, and voluntary or
involuntary method of disposing of or parting with an asset or an interest in
an asset, and includes payment of money, release, lease, and creation of a lien
or other encumbrance.

(M) "Valid
lien" means a lien that is effective against the holder of a judicial lien
subsequently obtained by legal or equitable process or proceedings.

(1) A debtor is insolvent if the sum of the debts of
the debtor is greater than all of the assets of the debtor at a fair valuation.

(2) A debtor who generally is not
paying his debts as they become due is presumed to be insolvent.

(B) A partnership is insolvent
under division (A)(1) of this section if the sum of the debts of the
partnership is greater than the aggregate, at a fair valuation, of all of the
assets of the partnership and the sum of the excess of the value of the
nonpartnership assets of each general partner over the nonpartnership debts of
the general partner.

(1) "Assets" do not
include property that has been transferred, concealed, or removed with intent
to hinder, delay, or defraud creditors, or that has been transferred in a
manner making the transfer fraudulent under section
1336.04 or
1336.05 of the Revised Code.

(2) "Debts" do not include an
obligation to the extent that it is secured by a valid lien on property of the
debtor not included as an asset.

(A) Value is
given for a transfer or an obligation if, in exchange for the transfer or
obligation, property is transferred or an antecedent debt is secured or
satisfied, but value does not include an unperformed promise made otherwise
than in the ordinary course of the business of the promisor to furnish support
to the debtor or another person.

(B) For the purposes of division (A)(2) of section
1336.04 and division (A) of
section 1336.05 of the Revised Code, a
person gives a reasonably equivalent value if the person acquires an interest
of the debtor in an asset pursuant to a regularly conducted, noncollusive
foreclosure sale or execution of power of sale for the acquisition or
disposition of the interest of the debtor upon default under a mortgage, deed
of trust, or security agreement.

(C) A transfer is made for present value if the
exchange between the debtor and the transferee is intended by them to be
contemporaneous and in fact is substantially contemporaneous.

(A) A transfer made or an obligation incurred by a
debtor is fraudulent as to a creditor, whether the claim of the creditor arose
before, or within a
reasonable time not to exceed four years after, the transfer was made or the obligation was
incurred, if the debtor made the transfer or incurred the obligation in either
of the following ways:

(1) With actual
intent to hinder, delay, or defraud any creditor of the debtor;

(2)
Without receiving a reasonably equivalent value in exchange for the transfer or
obligation, and if either of the following applies:

(a) The
debtor was engaged or was about to engage in a business or a transaction for
which the remaining assets of the debtor were unreasonably small in relation to
the business or transaction;

(b) The
debtor intended to incur, or believed or reasonably should have believed that
the
debtor would incur, debts beyond the debtor's
ability to pay as they became due.

(B) In
determining actual intent under division (A)(1) of this section, consideration
may be given to all relevant factors, including, but not limited to, the
following:

(A) A
transfer made or an obligation incurred by a debtor is fraudulent as to a
creditor whose claim arose before the transfer was made or the obligation was
incurred if the debtor made the transfer or incurred the obligation without
receiving a reasonably equivalent value in exchange for the transfer or
obligation and the debtor was insolvent at that time or the debtor became
insolvent as a result of the transfer or obligation.

(B) A transfer made or an obligation incurred by a
debtor is fraudulent as to a creditor whose claim arose before the transfer was
made or the obligation was incurred if the transfer was made to or the
obligation was incurred with respect to an insider for an antecedent debt, the
debtor was insolvent at that time, and the insider had reasonable cause to
believe that the debtor was insolvent.

(a) With respect to an asset that is real
property other than a fixture, but including the interest of a seller or
purchaser under a contract for the sale of the asset, when the transfer is so
far perfected that a good faith purchaser of the asset from the debtor against
whom applicable law permits the transfer to be perfected cannot acquire an
interest in the asset that is superior to the interest of the transferee;

(b) With respect to an asset that
is not real property or that is a fixture, when the transfer is so far
perfected that a creditor on a simple contract cannot acquire a judicial lien
otherwise than under this chapter that is superior to the interest of the
transferee.

(a) If applicable law permits the transfer
to be perfected as provided in division (A) of this section and the transfer is
not so perfected before the commencement of an action for relief arising out of
a transfer that is fraudulent under section
1336.04 or
1336.05 of the Revised Code, the
transfer is deemed made immediately before the commencement of the action.

(b) If applicable law does not
permit the transfer to be perfected as provided in division (A) of this
section, the transfer is made when it becomes effective between the debtor and
the transferee.

(3) A
transfer is not made until the debtor has acquired rights in the asset
transferred.

(A) In an
action for relief arising out of a transfer or an obligation that is fraudulent
under section
1336.04 or
1336.05 of the Revised Code, a
creditor or a child support enforcement agency on behalf of a support creditor,
subject to the limitations in section
1336.08 of the Revised Code, may
obtain one of the following:

(1) Avoidance of
the transfer or obligation to the extent necessary to satisfy the claim of the
creditor;

(2) An attachment or
garnishment against the asset transferred or other property of the transferee
in accordance with Chapters 2715. and 2716. of the Revised Code;

(3) Subject to the applicable principles of
equity and in accordance with the Rules of Civil Procedure, any of the
following:

(a) An injunction against further
disposition by the debtor or a transferee, or both, of the asset transferred or
of other property;

(b) Appointment
of a receiver to take charge of the asset transferred or of other property of
the transferee;

(B) If a creditor or child support
enforcement agency has obtained a judgment on a claim against the debtor, the
creditor or agency, if the court so orders, may levy execution on the asset
transferred or its proceeds in accordance with Chapter 2329. of the Revised
Code.

(A) A
transfer or an obligation is not fraudulent under division (A)(1) of section
1336.04 of the Revised Code
against a person who took in good faith and for a reasonably equivalent value
or against any subsequent transferee or obligee.

(1) Except as
otherwise provided in this section, to the extent a transfer is voidable in an
action by a creditor or a child support enforcement agency under division
(A)(1) of section
1336.07 of the Revised Code, the
creditor or agency may recover a judgment for the value of the asset
transferred, as adjusted under division (B)(2) of this section, or the amount
necessary to satisfy the claim of the creditor or agency, whichever is less.
The judgment may be entered against either of the following:

(a) The first transferee of the asset or the
person for whose benefit the transfer was made;

(b) Any subsequent transferee other than a
good faith transferee who took for value or from any subsequent transferee.

(2) If the judgment
under division (B)(1) of this section is based upon the value of the asset
transferred, the judgment shall be in an amount equal to the value of the asset
at the time of the transfer, subject to adjustment as the equities may require.

(C) Notwithstanding
the voidability of a transfer or an obligation under division (A)(1) of section
1336.07 of the Revised Code, a
good faith transferee or obligee is entitled, to the extent of the value given
to the debtor for the transfer or obligation, to any of the following:

(1) A lien on or a right to retain any
interest in the asset transferred;

A claim for relief with respect to a transfer or an obligation
that is fraudulent under section
1336.04 or
1336.05 of the Revised Code is
extinguished unless an action is brought in accordance with one of the
following:

(A) If the transfer or
obligation is fraudulent under division (A)(1) of section
1336.04 of the Revised Code,
within four years after the transfer was made or the obligation was incurred
or, if later, within one year after the transfer or obligation was or
reasonably could have been discovered by the claimant;

(B) If the transfer or obligation is fraudulent under
division (A)(2) of section
1336.04 or division (A) of section
1336.05 of the Revised Code,
within four years after the transfer was made or the obligation was incurred;

(C) If the transfer or obligation
is fraudulent under division (B) of section
1336.05 of the Revised Code,
within one year after the transfer was made or the obligation was incurred.

Unless displaced by this chapter, the principles of law and
equity, including, but not limited to, the law merchant and the law relating to
principal and agent, estoppel, laches, fraud, misrepresentation, duress,
coercion, mistake, insolvency, or other validating or invalidating cause,
supplement the provisions of this chapter.